1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.36
to $6.49, inclusive. Upon request, the Reporting Person will provide full information to the staff of the Securities and Exchange Commission,
Houghton Mifflin Harcourt Company (the "Company") or any security holder of the Company regarding the number of shares purchased at each
separate price.

Remarks:

William F. Bayers is the Executive Vice President, Secretary and General Counsel of the Company.

/s/ William F. Bayers, Attorney-in-Fact

05/14/2019

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).